Attached files
| file | filename |
|---|---|
| EX-99.1 - 4Less Group, Inc. | ex99-1.htm |
| 8-K/A - 4Less Group, Inc. | medcareers8k-a081513.htm |
Exhibit 99.2
MedCareers Group, Inc.
Unaudited Pro Forma Condensed Financial Statements
The following unaudited pro forma condensed financial statements and related notes are presented to show the pro forma effects of the recapitalization of MedCareers Group, Inc. with Nurses Lounge, Inc. in November 2010.
Under a recapitalization, the books and records of the acquired company (Nurses Lounge, Inc.) become the books and records of the surviving company (MedCareers Group, Inc. (“MedCareers”)) so that the historical activity of MedCareers is replaced with the historical activity and balances of Nurses Lounge, Inc. including MedCareers balances assumed as part of the recapitalization.
The pro forma condensed statements of operations are presented to show income as if the recapitalization with Nurses Lounge, Inc. occurred as of the beginning of each period presented. The pro forma condensed balance sheet is based on the assumption that the Nurses Lounge, Inc. recapitalization occurred effective October 31, 2010.
Pro forma data are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed financial statements. The pro forma data are not necessarily indicative of the financial results that would have been attained had the Nurses Lounge recapitalization occurred on the dates referenced above and should not be viewed as indicative of operations in future periods. The unaudited pro forma condensed financial statements should be read in conjunction with notes thereto, MedCareers’ Annual Report on Form 10-K for the year ended January 31, 2011 (when filed), Quarterly Report on Form 10-Q for the period ended October 31, 2010 and this Form 8-K/A which includes the Audit of Nurses Lounge, LP immediately preceding the conversion to Nurses Lounge, Inc. and the recapitalization included herein.
1
MedCareers Group, Inc.
Unaudited Pro Forma Condensed Statement of Operations
For The Nine Months Ended October 31, 2010
|
MedCareers
|
Nurses Lounge, Inc.
|
|||||||||||||
|
October 31, 2010
|
October 31, 2010
|
Pro Forma
|
||||||||||||
|
Historical
|
Historical
|
Adjustments
|
Pro Forma
|
|||||||||||
|
REVENUES
|
||||||||||||||
|
Revenues
|
$
|
4,460
|
$
|
-
|
$
|
(4,460
|
)
|
$
|
-
|
|||||
|
EXPENSES
|
||||||||||||||
|
Selling, general and administrative
|
117,854
|
14,924
|
(117,854
|
)
|
14,924
|
|||||||||
|
117,854
|
14,924
|
(117,854
|
)
|
14,924
|
||||||||||
|
LOSS FROM OPERATIONS
|
(113,394
|
)
|
(14,924
|
)
|
113,394
|
(14,924
|
)
|
|||||||
|
OTHER EXPENSES
|
||||||||||||||
|
Other Expense
|
(5,982
|
)
|
-
|
5,982
|
(a)
|
-
|
||||||||
|
Interest Expense
|
(10,009
|
)
|
(112,072
|
)
|
10,009
|
(a)
|
(112,072
|
)
|
||||||
|
Net income (loss)
|
$
|
(129,385
|
)
|
$
|
(126,996
|
)
|
$
|
129,385
|
$
|
(126,996
|
)
|
|||
|
Basic and diluted earnings per common share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||||||
|
Weighted shares outstanding – basic and diluted
|
32,829,396
|
20,111,034
|
||||||||||||
See accompanying notes to the unaudited pro forma condensed financial statements.
2
MedCareers Group, Inc.
Unaudited Pro Forma Condensed Balance Sheet
as of October 31, 2010
|
MedCareers
|
Nurses Lounge, Inc.
|
||||||||||||||
|
October 31, 2010
|
October 31, 2010
|
Pro Forma
|
|||||||||||||
|
Historical
|
Historical
|
Adjustments
|
Pro Forma
|
||||||||||||
|
Assets
|
|||||||||||||||
|
Current assets
|
$
|
67,111
|
$
|
-
|
$
|
-
|
$
|
67,111
|
|||||||
|
Fixed Assets (net)
|
-
|
300
|
-
|
300
|
|||||||||||
|
Other assets
|
223,931
|
-
|
-
|
-
|
|||||||||||
|
$
|
291,042
|
$
|
300
|
$
|
-
|
$
|
291,342
|
||||||||
|
Liabilities and shareholders' equity
|
|||||||||||||||
|
Current liabilities
|
$
|
31,688
|
$
|
-
|
$
|
-
|
$
|
31,688
|
|||||||
|
Short-term debt
|
144,895
|
884,741
|
(884,741
|
)
|
(a)
|
144,895
|
|||||||||
|
Long-term debt
|
202,935
|
-
|
-
|
202,935
|
|||||||||||
|
Shareholders' deficit
|
(88,476
|
)
|
(884,441
|
)
|
884,741
|
(a)
|
(88,176
|
)
|
|||||||
|
$
|
291,042
|
$
|
300
|
$
|
-
|
$
|
291,342
|
||||||||
See accompanying notes to the unaudited pro forma condensed financial statements.
3
MedCareers Group, Inc.
Notes to Unaudited Pro Forma Condensed Financial Statements
Basis of Presentation
The unaudited pro forma statement of operations for the nine months ended October 31, 2010 is based on the audited financial statements of Nurses Lounge, LP which was converted to Nurses Lounge, Inc., now MedCareers for the nine months ended October 31, 2010, the unaudited statement of combined revenues and direct operating expenses reflect MedCareers after the Nurses Lounge, Inc. recapitalization for the nine months ended October 31, 2010 and the adjustments and assumptions described below.
Under a recapitalization, the books and records of the acquired company (Nurses Lounge, Inc.) become the books and records of the surviving company (MedCareers Group, Inc. (“MedCareers”)) so that the historical activity of MedCareers is replaced with the historical activity and balances of Nurses Lounge, Inc. including MedCareers balances assumed as part of the recapitalization.
Pro forma adjustments:
The unaudited pro forma statements of operations reflect the following adjustments:
|
|
a.
|
Elimination of the historical activity of MedCareers prior to the recapitalization.
|
The unaudited pro forma balance sheet reflects the following adjustments associated with the Nurses Lounge, Inc. recapitalization in November 2010.
|
|
a.
|
Issuance of common stock to the equity holders of Nurses Lounge, Inc. and the conversion of notes payable to stock upon the recapitalization.
|
4